Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2005
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-23426
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
REPTRON ELECTRONICS, INC. 401(K) RETIREMENT SAVINGS PLAN
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
REPTRON ELECTRONICS, INC.
13700 REPTRON BOULEVARD
TAMPA, FLORIDA 33626
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Financial Statements
and Supplemental Schedule
December 31, 2005 and 2004
(With Report of Independent Registered
Public Accounting Firm Thereon)
Table of Contents
RETIREMENT SAVINGS PLAN
Contents
Page | ||
1 | ||
2 | ||
3 | ||
4 - 9 | ||
10 | ||
11 | ||
Exhibit Index: | ||
Consent of Independent Registered Public Accounting Firm |
Table of Contents
Report of Independent Registered Public Accounting Firm
The Audit Committee
Reptron Electronics, Inc. Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the Reptron Electronics, Inc. Retirement Savings Plan (Plan) as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Kirkland, Russ, Murphy & Tapp, P.A.
Clearwater, Florida
May 19, 2006
Table of Contents
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
2005 | 2004 | ||||
Assets: | |||||
Investments, at fair value | $ | 13,215,819 | 12,675,465 | ||
Participant loans | 234,379 | 261,635 | |||
13,450,198 | 12,937,100 | ||||
Receivables: | |||||
Investment income | 7,606 | 7,266 | |||
Net assets available for benefits | $ | 13,457,804 | 12,944,366 | ||
See accompanying report of independent registered public accounting firm and notes to financial statements.
2
Table of Contents
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2005
Additions to net assets attributed to: | |||
Investment income: | |||
Net appreciation in fair value of investments | $ | 480,885 | |
Interest and dividends | 412,275 | ||
Other income | 2,887 | ||
Net investment income | 896,047 | ||
Contributions: | |||
Participants’ contributions | 909,146 | ||
Total additions | 1,805,193 | ||
Deductions from net assets attributed to: | |||
Benefits paid to participants | 1,262,462 | ||
Distributions of participant loans | 29,293 | ||
Total deductions | 1,291,755 | ||
Net increase | 513,438 | ||
Net assets available for benefits: | |||
Beginning of year | 12,944,366 | ||
End of year | $ | 13,457,804 | |
See accompanying report of independent registered public accounting firm and notes to financial statements.
3
Table of Contents
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2005 and 2004
(1) | Description of Plan |
The following description of Reptron Electronics, Inc. (Company) Retirement Savings Plan (Plan), which was established effective January 1, 1993, provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. Effective January 1, 2003, the Plan was restated to adopt certain provisions of the Economic Growth and Tax Relief Act of 2002 (EGTRRA).
(a) | General |
The Plan is a defined contribution plan covering all employees of the Company and its wholly-owned subsidiaries. Employees are eligible to participate in the Plan upon attaining the age of 18 and completing three months of service. Service with the Company’s subsidiaries prior to January 3, 2000 is counted towards eligibility to participate in the Plan. The entry dates for the Plan are the first day of each month. The Plan is subject to provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code.
(b) | Contributions |
Participants may contribute up to 19% of pre-tax annual compensation. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. Elective deferrals were limited to $14,000 and $13,000 in 2005 and 2004, respectively. The Company makes discretionary contributions at the option of the Company’s board of directors, not to exceed 100% of the first 19% of participant compensation contributed as an elective deferral for December 31, 2005 and 2004. The Company’s match is based on a percentage of the participant’s contribution. There were no matching contributions by the Company for the years ended December 31, 2005 and 2004, respectively.
During 2003, the Company declared bankruptcy and as of that date, the feature of the Plan that allowed participants to direct contributions into the Company’s common stock was suspended indefinitely and is currently not available to participants.
All employees who are eligible to participate in the Plan and are age 50 or older before the end of the Plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of Section 414(v) of the Internal Revenue Code.
(c) | Participant Accounts |
Each participant’s account is credited with the participant’s contribution and allocation of (a) the Company’s contribution, if any, and (b) Plan earnings, and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
4
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
(1) | Description of Plan - Continued |
(d) | Vesting |
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s discretionary matching portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is generally 100% vested after five years of credited service.
Any participant of the Hibbing Electronics Corporation and Applied Instruments Employee 401(k) Plans (which were merged into the Plan on January 1, 2000) who was a participant as of January 1, 2000 with no less than three years of service, is permitted to elect to have his or her vested percentage computed based upon the prior vesting schedule.
Years of Service | Applied Instruments Prior Vesting Percentage | Hibbing Electronics Corp. Prior Vesting Percentage | All Other Participants Vested Percentage | ||||||
Less than 1 | 0 | % | 0 | % | 0 | % | |||
1 | 20 | % | 25 | % | 20 | % | |||
2 | 40 | % | 50 | % | 40 | % | |||
3 | 60 | % | 75 | % | 60 | % | |||
4 | 80 | % | 100 | % | 80 | % | |||
5 | 100 | % | 100 | % |
(e) | Participant Loans |
Participants may borrow from their fund accounts up to a maximum of the lesser of $50,000 or 50% of their account balance. The loans are collateralized by the assets allocated to the participant’s account. A participant must repay the loan within five years unless the loan is used to acquire a principal residence. Each loan shall bear interest at a reasonable rate, as determined by the Company in accordance with the Plan’s written loan procedures. Interest rates range from 5% to 10.5%. Principal and interest is repaid ratably through bi-weekly payroll deductions.
(f) | Forfeitures |
Forfeitures related to the Plan are used to reduce future employer contributions. Forfeitures available for reduction of future employer contributions were approximately $227,000 and $220,000 at December 31, 2005 and 2004, respectively.
5
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
(1) | Description of Plan - Continued |
(g) | Payments of Benefits |
Lifetime Benefit (Normal Retirement age is 65)
On termination of service due to death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the value of the participant’s vested interest in his or her account, or installment payments.
Termination Prior to Retirement
For termination of service due to reasons other than retirement, a participant may receive the value of the vested interest in his or her account as a lump sum distribution or in installment payments not exceeding the participant’s life expectancy.
For any termination of service, if the participant’s vested account balance does not exceed $5,000 a single lump sum payment is required.
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation |
The financial statements of the Plan are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.
(b) | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management and the plan administrator to make estimates and assumptions that affect the reported amounts in the statements of net assets available for benefits, the statement of changes in net assets available for benefits and the accompanying notes. Accordingly, actual results may differ from those estimates.
(c) | Investment Valuation and Income Recognition |
The Plan’s investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Units of the common collective trusts are valued at net asset value at year end. Participant loans are valued at cost, which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the dividend date.
6
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
(2) | Summary of Significant Accounting Policies - Continued |
(d) | Risks and Uncertainties |
The Plan provides for various investment options in any combination of investment securities based upon participant requests. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
(e) | Payment of Benefits |
Benefits are recorded when paid.
(f) | Administrative Expenses |
Substantially all administrative expenses of the Plan have been paid by the Employer.
(g) | Tax Status |
The Internal Revenue Service has determined and informed the Company by a letter dated July 20, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC and ERISA to maintain its qualified status. As a result of the above, no provision for income taxes has been included in the Plan’s financial statements.
7
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
(3) | Investments |
The following presents the fair value of participant-directed investments that represent 5% or more of the Plan’s net assets as of December 31, 2005 and 2004. Allocation of monies for various investment options is at the sole discretion of the participants for their individual contributions. The custodian utilized the quoted market price of the investment instruments underlying the investment options to determine their fair value.
2005 | 2004 | ||||
Merrill Lynch Retirement Preservation Trust | $ | 2,431,533 | 2,200,187 | ||
Van Kampen Emerging Growth Fund Class A | 2,190,666 | 2,172,779 | |||
Allbrnstn Large Cap Growth A | 2,146,447 | 2,032,633 | |||
ING International Value Fund Class A | 1,546,669 | 1,482,126 | |||
Merrill Lynch Basic Value Fund Class A | 1,291,511 | 1,327,194 | |||
Merrill Lynch Bond Fund - Care Bd Port A | 807,523 | 894,401 |
During 2005, the Plan’s investments appreciated value by $480,885 as follows:
Common stock | $ | (27,567 | ) | |
Mutual funds | 508,452 | |||
$ | 480,885 | |||
(4) | Related Party Transactions |
Certain Plan investments are shares of mutual funds managed by Merrill Lynch Trust Company. Merrill Lynch Trust Company is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.
Merrill Lynch Trust Company held the assets during 2005 and 2004, respectively, for the purpose of administration of investments and recordkeeping. The agreement with Merrill Lynch Trust Company provides for the investments and contributions to be participant directed and accounted for in separate funds.
Certain Plan investments are shares of the Company’s common stock, therefore, these transactions qualify as party-in-interest transactions.
(5) | Plan Termination |
The Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
8
Table of Contents
REPTRON ELECTRONICS, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements - Continued
(6) | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of the financial statements to Form 5500:
2005 | 2004 | ||||
Net assets available for benefits per the statement of net assets available for benefits | $ | 13,457,804 | 12,944,366 | ||
Net assets available for benefits per Form 5500 | $ | 13,457,804 | 12,944,366 | ||
Net increase per statement of changes | $ | 513,438 | 356,877 | ||
Adjustment for accruals | $ | — | 35,124 | ||
Net increase per Form 5500 | $ | 513,438 | 392,001 | ||
The differences indicated above result from financial statements which are prepared on an accrual basis and the Form 5500 which is prepared on a cash basis.
9
Table of Contents
RETIREMENT SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Employer Identification Number (EIN): 38-2081116
Plan Number: 002
December 31, 2005
(a) | (b) Identity of issue, borrower, lessor, or similar party | (c) Description of investment, including maturity date, rate of interest, collateral, par or maturity value (if applicable) | (e) Current Value | ||||
* | Reptron Electronics, Inc. | Common Stock | $ | 2,435 | |||
* | Merrill Lynch Retirement Preservation Trust | Common/Collective Trust | 2,431,533 | ||||
Van Kampen Emerg Gr Fd Cl A | Registered Investment Company | 2,190,666 | |||||
Allbrnstn Large Cap Growth A | Registered Investment Company | 2,146,447 | |||||
ING Intl Value Fund Cl A | Registered Investment Company | 1,546,669 | |||||
* | Merrill Lynch Basic Value Fund Cl A | Registered Investment Company | 1,291,511 | ||||
* | Merrill Lynch Bond Fund - Core Bd Port A | Registered Investment Company | 807,523 | ||||
Van Kampen Comstock Fd Cl A | Registered Investment Company | 264,505 | |||||
Davis NY Venture Fd Cl A | Registered Investment Company | 240,135 | |||||
AIM Premier Equity Fund A | Registered Investment Company | 236,417 | |||||
Oppenheimer Global Oppor A | Registered Investment Company | 190,288 | |||||
Allianz RCM Global Tech Cl A | Registered Investment Company | 177,701 | |||||
* | Merrill Lynch S&P 500 Index Fund Cl I | Registered Investment Company | 166,109 | ||||
Fidelity Adv Mid Cap Fd Cl T | Registered Investment Company | 124,688 | |||||
Calvert Income Fund | Registered Investment Company | 115,445 | |||||
* | Merrill Lynch Retirement Preservation Trust - GM | Common/Collective Trust | 111,419 | ||||
* | Merrill Lynch Small Cap Index Fund Cl I | Registered Investment Company | 96,826 | ||||
Fidelity Adv Growth & Inc Cl T | Registered Investment Company | 94,513 | |||||
Fidelity Adv Small Cap Fd Cl T | Registered Investment Company | 86,885 | |||||
Van Kampen American Value Fd CA | Registered Investment Company | 83,854 | |||||
Allianceber Growth and Inc A | Registered Investment Company | 71,792 | |||||
Allbrnstn Large Cap Grth A GM | Registered Investment Company | 63,541 | |||||
AIM Premier Eqty Fd A GM | Registered Investment Company | 63,320 | |||||
Van Kampen Aggr Growth Fd Cl A | Registered Investment Company | 62,338 | |||||
* | Merrill Lynch Bond Fd - Core Bd Prt Cl A GM | Registered Investment Company | 57,482 | ||||
ING Intl Value Fund Cl A - GM | Registered Investment Company | 57,195 | |||||
AIM Blue Chip Fund Class A | Registered Investment Company | 51,351 | |||||
Federated Intl Small Co Fd Cl A | Registered Investment Company | 50,171 | |||||
* | Merrill Lynch Focus Value Fund Cl A | Registered Investment Company | 48,367 | ||||
Allncbrnstn Global Tech Fd A | Registered Investment Company | 48,020 | |||||
AIM Small Cap Growth Fd Cl A | Registered Investment Company | 41,374 | |||||
Van Kampen Emerg Gr Cl A GM | Registered Investment Company | 41,056 | |||||
Munder Internet Fund Cl A | Registered Investment Company | 32,791 | |||||
* | Merrill Lynch Fundamental Growth Fund A | Registered Investment Company | 29,111 | ||||
MFS Strategic Growth Fd Cl A | Registered Investment Company | 24,235 | |||||
Mass Invest Growth Stk Fd Cl A | Registered Investment Company | 19,129 | |||||
Harris Assoc Large Cap Value A | Registered Investment Company | 10,678 | |||||
MFS Capital Opp Fd Cl A | Registered Investment Company | 10,408 | |||||
Fidelity Advisor Growth | Registered Investment Company | 9,815 | |||||
Fidelity Adv Equity Growth Fund | Registered Investment Company | 9,680 | |||||
Federated Md Cp Growth Str Fd A | Registered Investment Company | 8,396 | |||||
* | Participant loans | 5% to 10.5% | 234,379 | ||||
$ | 13,450,198 | ||||||
* Parties-in-interest
10
Table of Contents
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: June 29, 2006 | REPTRON ELECTRONICS, INC. 401(k) RETIREMENT SAVINGS PLAN | |||||||
By: | REPTRON ELECTRONICS, INC., PLAN ADMINISTRATOR | |||||||
By: | /s/ Paul J. Plante | |||||||
Paul J. Plante, President and Chief Executive Officer (Principal Executive Officer) |